Financial Statements Notes to the Financial Statements 23. TRADE AND OTHER PAYABLES (continued) Liabilities on put options granted to non-controlling interests (a) Pursuant to the acquisition of Gleneagles Healthcare India Private Limited (formerly known as Ravindranath GE Medical Associates Private Limited) (“GHIPL”) in 2015, the Group granted the following put options to a non-controlling interest of GHIPL: (i) An option for the non-controlling interest to sell their 7.13% interest in GHIPL, on a fully diluted basis, to the Group at a fixed consideration of INR1,463.0 million (equivalent to RM79.9 million) (2022: equivalent to RM82.8 million) less price adjustment of not more than INR110.0 million (equivalent to RM6.0 million) subject to the occurrence of a certain event in 2018 pursuant to an option agreement entered with the non-controlling interests. Since 31 December 2018, this put option does not have any value as the target was not met; and (ii) Another option to sell their remaining interest in GHIPL to the Group at the prevailing market price on the date the option is exercised. This put option can only be exercised from December 2020 onwards and does not have an expiry date. As at 31 December 2022, this put option had a carrying value of RM278,563,000. On 25 September 2023, the above mentioned put options lapsed following the acquisition of non-controlling interest by the Group (refer to note 40). (b) Pursuant to the acquisition of City Hospitals and Clinics AD (“City Clinic”), the Group granted put options to non-controlling interests of Acibadem City Clinic B.V. (“ACC BV”), who were formerly shareholders of City Clinic, to sell their shares in ACC BV, to the Group at the higher of the prevailing market price or an amount determined by the formula prescribed in the agreement. These put options are exercisable from June 2027 to May 2032 (2022: June 2027 to May 2032). As at 31 December 2023, this put option has a carrying value of RM166,758,000 (2022: RM150,761,000). (c) Pursuant to the disposal of 15% equity interest in ACC BV by the Group to International Finance Corporation (“IFC”), the Group granted put options to IFC to sell their shares in ACC BV to the Group at the higher of the cost of investment of IFC or an amount determined by the formula prescribed in the agreement. The put options are exercisable from June 2023 to May 2026. As at 31 December 2022, this put option had a carrying value of RM265,530,000. On 19 December 2023, this put option was exercised by IFC (refer to note 40). (d) Pursuant to the acquisition of Angsana Holdings Pte. Ltd. (“Angsana”) in 2017, the Group granted put options to the non-controlling interests to sell their existing interests in Angsana to the Group at the prevailing market price on the date the options are exercised. The put options are exercisable from August 2020 onwards and do not have an expiry date. As at 31 December 2022, this put option does not have any value as it is out of the money. On 28 June 2023, the put options lapsed following the Group’s disposal of its equity stake in Angsana to a non-controlling shareholder of Angsana (refer to note 39). (e) Pursuant to a shareholders’ agreement and exit agreement entered into by Agilus Diagnostic Limited (formerly known as SRL Limited) (“Agilus”), Fortis and certain non-controlling interests of Agilus (“Agilus minority shareholders”), Fortis granted a cash put option to the Agilus minority shareholders to sell their shares in Agilus to Fortis upon the occurrence of certain trigger event as stated in the exit agreement. On 30 March 2022, Agilus, Fortis and the Agilus minority shareholders signed an amendment agreement to incorporate new proposed exit rights for the Agilus minority shareholders, and to also simultaneously terminate the existing exit agreement. Accordingly, the Agilus minority shareholders have agreed not to exercise the cash put option for a further period of 36 months from 5 February 2021. As at 31 December 2023, this put option has a carrying value of RM816,941,000 (2022: RM868,275,000). (f) Pursuant to the acquisition of General Hospital Acibadem Bel Medic (formerly known as Opsta Bolnica Bel Medic (Bel Medic General Hospital)) (“Bel Medic”) (see note 39), the Group granted put options to non-controlling interests of Bel Medic to sell their shares in Bel Medic to the Group at an amount determined by the formula prescribed in the shareholders’ agreement. These put options are exercisable between July 2026 and July 2029, unless expedited upon the occurrence of a certain event from July 2024. If expedited, the put options can be exercised at a prescribed discount. As at 31 December 2023, this put option has a carrying value of RM47,979,000 (2022: RM38,536,000). During the year, change in value of liabilities on put options granted to non-controlling interests of RM438,397,000 credit (2022: RM209,849,000 credit) was recognised in equity. Provision for loan taken by a joint venture In 2013, Khubchandani Hospitals Private Limited (“KHPL”), a 50% owned joint venture, was granted a term loan facility to fund the construction and pre-operating costs of its hospital. A wholly owned subsidiary of the Group, Parkway Holdings Limited (“PHL”), is a joint sponsor under the Sponsor Support Agreement for the term loan facility where the sponsors are required to provide for any shortfall payable by KHPL in the event of termination or non-completion of the hospital project. On 5 January 2017, the bank served a notice to KHPL that the hospital project was unlikely to be completed. In view that KHPL is unlikely to be able to repay the loan, the Group made a provision for its 50% share of the amounts that KHPL owes the licensed bank. IHH Healthcare Berhad 188
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